Chapter 15 - MEETINGS OF THE BOARD AND ITS COMMITTEES

Question 1

What is the quorum for board meetings per the Model Articles?

Answer 1

two directors (Model Articles Plc reg. 10, Ltd reg. 11) unless the directors decide otherwise.

Question 2

Who can elect the chair of the board?

Answer 2

The directors

Question 3

Where are the rules and procedures governing the holding of directors’ meetings?

Answer 3

The Company’s articles

Question 4

After the BOard meeting - (Listed companies) If the company has made a decision with regard to the payment of a dividend on the company’s
ordinary shares, yearly or half-yearly accounts have been approved or a decision for the appointment or resignation of a director, an announcement should be released via an ______ (LR 9.7A.2). If necessary, an RIS should also be advised of any decision to make an issue of shares or debentures or to postpone the payment of a preference
dividend or of interest (LR 9.6.4, 9.7A.2).

Answer 4

RIS (Regulatory Information Service)

Question 5

When delegating any of its powers to a committee, the board should establish and approve written terms of reference.

What 8 sections should the ToRs include?

Answer 5

• membership;
• quorum;
• frequency;
• secretary;
• notice;
• minutes;
• duties; and
• reporting responsibilities.

Question 6

For a listed company, a majority of the members of these committees should be independent of the executive team and, especially in the case of the chair of each committee, have an appropriate level of qualification and experience.

In what two committees in particular does this apply?

Answer 6

Remuneration Committee

Audit Committee

Question 7

What is the main risk associated with having professional advisers present at all directors’
meetings?

Answer 7

THey might be deemed a shadow director

Question 8

What do committees of the board, and especially non-executive members contribute to the
board?

Answer 8

More in-depth analysis and review of topics. Committee members tend to have greater experience/interest in the
committee’s brief than the full board.

Question 9

Although there are no provisions in the Act equivalent to those authorising members of a private company from passing resolutions by using the written resolution procedure, the __________
_____________ provide that a resolution signed by all the directors entitled to attend a board meeting is as valid and effectual as if passed at a duly constituted board meeting.

Answer 9

Model Articles Plc regs. 17 and 18